Terms & Conditions

  • 1.General Terms and Conditions
  • 2.Terms of Use
1.  General Terms and Conditions

GIDAVEST LIMITED

 

TERMS AND CONDITIONS

 

LAST UPDATED ON: MAY 14, 2022

 

  1. ACCEPTANCE OF TERMS AND CONDITIONS.

 

    1. Introduction.

These terms and conditions, together with any documents there expressly refer (collectively, these “Terms”) govern your access and use of Website https://gidavest.com and its subdomains (collectively, “Website”) or using or downloading our mobile application (the “Gidavest App”), including any content, component, functionality and/or service offered on or through Website or Gidavest App (collectively and together with Website and Gidavest App, referred to “The Platform”) owned or controlled by Gidavest Limited (“Company” or “Gidavest” or “we” or “our” or “us”), whether as a guest or registered user of the Platform (a “user” or “User”). All reference to “you or “your,” as applicable, mean a user and/or the Person who accesses, uses and/or participates in the Platform in any manner, and such Person’s heirs, assigns, and successors. If you use the Platform on behalf of an entity, “you” or “your,” as applicable, means that entity and its affiliates and their respective directors, officers, employees, and agents. 

 

    1. Acceptance of these Terms:

 By using or downloading the gidavest app or accessing or using website you indicate your acceptance of the following terms on your own behalf and on behalf of any organization you represent. If you do not agree to these terms (or any updates to or modified versions thereof), you should discontinue use of The platform immediately. 

 

    1. Your Duty to Regularly Review these Terms. Your use of The Platform is governed by the version of the Terms in effect on the date The Platform is accessed by you. Company may modify these Terms at any time and without prior notice. You should review the most current version of these Terms by visiting The Platform and clicking on the Terms and Conditions hyperlink. 

 

  1. DEFINITIONS. 

 

      • “Affiliate” means, with respect to any Person (as defined below), any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person. 

 

      • “Third Party” means any Person other than Gidavest or its Affiliates. 

 

      • “Third-Party Provider” means any Third Party providing any Content.

 

      • “Person” means individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution, or other entity.

 

  1. DESCRIPTION OF SERVICES.

 

 Through The Platform, Gidavest provides User with access to variety of resources, and services such as acquiring property share units and co-owning the property, C0-financing annual rent payment for individuals that prefers to pay their rent monthly or daily, listing the User’s property for the purpose of rent/lease, preparing lease/rental agreements, collecting yearly, monthly and daily rent, collecting service fee etc. The services, including any updates, enhancements, new features, and/or the addition of any new Website, are subject to the TOU.

The Platform may include or make available certain content (the “Content”), which includes, without limitation: (1) Investment portfolio, wallet balance, transactions, confirmations, and order history; (2) general news and information, commentary, educational material such as user guides on the use of The Platform, and information and data concerning the real estate industry; (3) Industry data such as the current value of properties that have been invested on The Platform, including giving insight to our users, available developers’ market activities that might be of benefit to users; (4) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Company, and Marks owned by Third-Party Providers (defined below); and (5) any other information, content, services, or software, including that which is accessible through the Gidavest App. Certain Content is supplied, distributed, provided or delivered by a Third-Party Provider (the “Third-Party Content”) such as information, services or software, made available by, through or on the Platform, social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums”). Third-Party Content may be available through framed areas or through hyperlinks to the Third-Party Providers’ websites. 

 

  1. CONTENT 

 

 Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting.  Neither Company nor the Third-Party Providers have undertaken any duty to update any such information. The Company does not prepare, edit, or endorse Third-Party Content.  The Company does not guarantee the accuracy, timeliness, completeness or usefulness of Third-Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third-party sites.  You will not hold Company and/or any Third-Party Provider liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by (i) any error or delay in the transmission of such Content; (ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), (iii) to any other cause beyond the reasonable control of Company and/or Third-Party Provider, or (iv) non-performance.

 

             

  1. LEGAL RESIDENTS.

 

 You must be at least 18 years of age to become a user of Company. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by, the contract created by these Terms of Use. The Content and the Service are intended for Nigerian residents presently accessing the Service from within Nigeria.  The Content and the Service shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal. 

 

  1. ACCOUNTS.

 

            In order to access or use some of the features on Platform, you will be required to log-in to and create an account (your “Account”) at https://gidavest.com or the Gidavest App. Platform’ practices governing any resulting collection and use of your personal information are disclosed in our Privacy Notice You will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password, which you may change at your discretion) and you agree that:

      1. You are eighteen years of age and otherwise comply with applicable law;

 

      1. You will not use a username (or e-mail address) that is already being used by someone else, that infringes the intellectual property or other right of any person or entity, or is offensive;

 

      1. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process;

 

      1. You are solely responsible for all activities that occur under your Account, password, and username;

 

      1. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your mobile device so that others may not access any password protected portion of The Platform using your name, username, or password;

 

      1. Certain parts of The Platform are protected by passwords or require a login. You may not obtain or attempt to obtain unauthorized access to such parts of The Platform, or to any other protected materials or information, through any means not intentionally made available by Company for your specific use;

 

      1. You will immediately notify us of any unauthorized use of your Account, password, or username, or any other breach of security; and

 

      1. You will not sell, transfer, or assign your account or any Account rights.

 If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, with or without advance notice and without liability. The Terms and any other documents, policies or agreements referenced or incorporated herein will continue to apply until terminated by either you or Company. If you choose to terminate your use of The Platform, you may do so by contacting us by email to support@gidavest.com. Once your use of Platform is terminated, your ability to log in will be immediately deactivated. If you terminate your use of Platform, you will remain obligated to pay any outstanding fees, such as any outstanding rent, service charges if any, relating to your use of Platform or a result of any other agreements that you may have with Company or its Affiliates. If you have any questions or trouble terminating the use of The Platform, you can contact us by email.  We may continue to maintain information about a customer after their use of The Platform is terminated only to the extent necessary to comply with applicable laws and to further legitimate business needs. All agreements and disclosures that you have entered into in connection with or that apply to your Account with Company and each and every current and future affiliate of Company also apply to the Gidavest App and your use thereof.

  1. PROHIBITED USES.

 

 In connection of your use of The Platform you agree and represent you will not engage in any Prohibited Use (as defined below). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with or engaging in a Prohibited Use.

 

 Without limitation, you agree not to do any of the following:

 

      1. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable; 

 

      1. harm minors in any way; 

 

      1. impersonate any person or entity, including, but not limited to, (i) a Company or Third-Party manager, employee, agent, or representative or (ii) forum leader, guide or host; 

 

      1. falsely state or otherwise misrepresent your affiliation with any person or entity; 

 

      1. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;

 

      1. upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 

 

      1. upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; 

 

      1. upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: 

 

        1. sending mass email to recipients who haven't requested email from you or with a fake return address; 

 

        1. promoting a site with inappropriate links, titles, or descriptions; or 

 

        1. promoting any site by posting multiple submissions in forums that are identical;

 

      1. upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 

 

      1. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 

 

      1. Intentionally or unintentionally violate any applicable local, state, national or international law.

 

      1. “stalk” or otherwise harass another;

 

      1. collect or store personal data about other users of the Service; 

 

      1. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;

 

      • promote, offer for rent or sell any property, that 

 

        1. Is a subject of litigation, or on which there are known encumbrances,   

 

        1. you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary documents, or 

 

        1. Company or the Third-Party Providers determine, in their sole discretion, is inappropriate for sale;

 

      1. use the Forums as a forwarding service to another website; or 

 

      1. Access or otherwise use the Communication channel in any unlawful manner, for any unlawful purpose or in violation of these Terms and Conditions.

 

(Collectively, the “Prohibited Uses”).

 

  1. INTELLECTUAL PROPERTY RIGHTS 

 

 Trademarks and logos are the property of their respective owners and do not represent endorsements of any kind.  Unless otherwise noted, Company and its affiliates are not partners, affiliates or licenses of these companies.  Except as otherwise specifically provided in these Terms and Conditions, you may not download or save a copy of the Service or any portion thereof, for any purpose.  You may, however, print a copy of individual screens appearing as part of the Service solely for your personal, non-commercial use or records, provided that any marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens.  All title and intellectual property rights in and to the Content of the Linked Sites is the property of the respective Content owner and may be protected by applicable copyright or other intellectual property laws and treaties. 

 

  1. MEANS OF ACCESS.

 

 Website is generally intended to be viewed by a conventional web browser. Platform is meant to be viewed by a mobile phone with an Android or iOS operating system. Although you may use other means to access Platform, be aware that The Platform may not appear accurately through other access methods, and you use them only at your own risk. You should not access the Platform through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved or made available by Company. You understand that to receive electronic deliveries, you must have internet access, a valid e-mail address, the ability to download and have ongoing access to applications as Company may specify and a printer or other device to download and print or save any information you may wish to retain.

 

  1. ACCOUNT SECURITY.

             

            You are responsible for ensuring the safety of your Account.   

 

 We recommend that you use appropriate, up-to-date security software and definitions to reduce the risk that your system will be susceptible to unauthorized access and intrusion.

 

 You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

 

 You agree that neither Company nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your failure to keep your Company Account (including login and password details) secure, or from any unauthorized access to your Company Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version of the App.

 

            We will take reasonable steps consistent with our legal duties to protect your Account on The Platform and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.

 

  1. MONITORING AND RECORDING.

 

 Company reserves the right to view, monitor, and record activity on our sites without notice to or permission from you. You authorize Company to use vendors to verify your identity or information provided by you. Any information obtained by monitoring, reviewing, or recording activity on The Platform is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity as well as by any regulatory agency or self-regulatory body with supervisory authority over Company. Company will also comply with all federal or state court orders involving requests for such information. Company  reserves the right to record all telephone calls, chat, and other communications to Company to help us with the quality of our service and for other reasons that we deem appropriate to protect our customers or for our own protection.

 

  1. COOKIES. 

 

 When you use the Service, Company may collect technical and navigational information, such as computer browser type, IP address, pages visited, and average length of time spent on our sites.  We may also record the time of actions taken on the sites for regulatory or other control purposes.  This is accomplished through the use of cookies.  We use cookies to allow you to avoid having to re-enter information and to aid in navigation between pages of the Service; help us recognize you as a unique user when you return to the Service; remember what kinds of information you have shown interest in while on the Service; and collect and compile anonymous, aggregated information for statistical and evaluation purposes.  No personal information is stored in the cookies.  You may be able to disable cookies by changing your browser settings, but the Service’ functionality and your experience may be diminished as a result.  For more information about cookies and how to disable them please visit http://www.allaboutcookies.org (http://www.allaboutcookies.org).

 

  1. SITE AVAILABILITY.

 

 While we have put resources into building and testing our computer systems, computer glitches, slowdowns, and crashes may occur. We will also need to restrict access to some parts of our website or our entire website to perform routine maintenance. We will try to schedule our maintenance during the middle of the night.

 

 While it is our intention that our website will be available seven days a week except when maintenance is scheduled (usually for weekends), you understand that we do not guarantee that you will always be able to access The Platform. Computer problems can arise on your end, our end, or anywhere in between: your computer may break down; the connection between your computer and your Internet service provider may not work properly; your Internet service provider may go down; or our computers and the computers we link to may be unavailable due to unforeseen system outages.

 

  1. NETWORK SECURITY AND RELIABILITY.

 

 You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. E-mail notifications sent by Company will not contain sensitive or confidential information. Due to security risks, you should not send any sensitive information, such as account numbers or passwords in an unencrypted e-mail. E-mails may fail to transmit properly. Regardless of whether you receive an e-mail notification, you agree to check Company website to avoid missing time-sensitive information. You further agree that for your records, you can download and save or print the communications received via electronic delivery.

 

  1. CONSENT TO ELECTRONIC DELIVERY.

 

 By providing Company with your e-mail address, you agree to receive all required notices electronically to that e-mail address to the extent permissible by law. It is your responsibility to update or change the e-mail address registered with Company, as appropriate. If you become aware of any unauthorized use of your information, please contact Company.

             

Furthermore, by registering with Company you are aware and consent that electronic signatures and electronic documents will be used instead of paper documents. You agree and are giving consent to electronic delivery of all communications which includes, but is not limited to, all current and future account statements, trade confirmations, notices, disclosures, regulatory communications and other information, documents, data and records regarding your account, and all services delivered or provided to you by Company.

 

 Your consent will be effective immediately and will remain in effect until either Company or you revoke it. You understand that it may take up to three days to process a revocation of consent to electronic communications and you may receive electronic notifications in the interim.

 

 You may revoke or restrict consent to electronic delivery of Company communications at any time by notifying Company. You have the right to request paper delivery of any communication that the law requires Company to provide in paper form. If you revoke or restrict consent to electronic delivery, Company, at its discretion, may charge a service fee for the delivery of communications that would otherwise be delivered electronically, restrict your account, or close your account and terminate access to The Platform.

 

  1. NO RECOMMENDATIONS OR INVESTMENT ADVICE.

 

 Nothing on The Platform or from the Company shall be construed as making any recommendation or investment advice of any kind whatsoever.  You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content.  You agree not to hold Company or any Third-Party Provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the Service or any Third-Party Provider websites.  Past performance data should not be construed as indicative of future results. 

 

  1. INFORMATION SUBJECT TO LIMITATIONS.

 

 The information and Content available on or posted to Website may not be timely or complete, and should not be relied upon for making any investment or other decisions. Information, such as current worth of your portfolio property, is not constant as the value may increase or decrease as a result of market forces at any time, and the past performance results of property shares in any estate company available for purchase through Website is not an indication of future performance. Certain information and Content are provided by third-party data providers and may not be timely or complete and may not reflect certain activities. Company cannot guarantee the accuracy or completeness of the information it receives from third-party sources of information and makes available on Website. 

 

 Company makes available hyperlinks from Website to third-party websites, as a convenience to users with the intention of allowing users to access additional investment and other housing-related information. You agree to access any such third-party websites through those hyperlinks at your own risk and to follow any rules and restrictions particular to those websites. Company is not responsible for Content appearing on third- party websites hyperlinked from Website, nor does Company make any endorsements or warranties, express or implied, with respect to Content of third-party websites, including the information, products or services offered on any third party websites, including but not limited to accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. Company does not guarantee the authenticity of information or documents available on the internet and reserves the right to terminate any link from Website at any time.

 

  1. TIMELINESS OF CONTENT.

 

 All Content on The Platform is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

 

  1. EXTERNAL LINKS. 

 

 Company and/or the Third Party may provide links to other websites or resources.  Because neither Company or the Third Party have any control over such sites and resources, you acknowledge and agree that neither Company nor the Third Party are responsible for the availability of such external sites or resources.  Company and the Third Party do not endorse and are not liable for any Content, advertising, products, or other materials on or available through such sites or resources.  You further acknowledge and agree that neither Company nor the Third Party shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

  1. DISCLAIMER OF WARRANTIES.

 

Company does not make any express or implied warranties about platform,

Including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The platform is made available to you "as is" and "as available" and company does not warrant that any defects or inaccuracies will be corrected.

 

Company does not warrant that platform will meet your needs, or that they will be uninterrupted, timely, secure or error-free. Company also makes no warranty that the results obtained from the use of platform will be accurate or reliable, or that the quality of any products, services, information, or other material purchased or obtained by you through platform will meet your expectations.

 

  1. LIMITATION OF LIABILITY.

 

Company and third party will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, revenue, income, goodwill, use, data or other intangible losses (even if company or any third party provider has been advised of the possibility of such damages), resulting

from: (1) the use of or the inability to use the content or the service; (2) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into, through or from the service; (3) access to or alteration of your account, transmissions or data due to your conduct, inaction or negligence; or (4) any other matter relating to the content or the service. 

 

Company will not be liable to you or anyone else for any consequential, incidental, special, direct, or indirect damages (including but not limited to lost profits, trading losses or damages that result from use or loss of use of the platform and third-party content, inconvenience or delay). This is true even if company has been advised of the possibility of such damages or losses.

 

Company will not be liable to you or anyone else for any loss resulting from a cause over which such company does not have direct control. this includes failure of electronic or mechanical equipment or communications lines (including telephone, cable and internet), unauthorized access, viruses, theft, operator errors, severe or extraordinary weather (including flood, earthquake, or other act of god), fire, war, insurrection, terrorist act, riot, labor dispute and other labor problems, accident, emergency or action of government.

 

If you live in a jurisdiction that does not allow the limitation or exclusion of liability or incidental or consequential damages, some or all of these limitations and exclusions may not apply to you.

 

  1. PRIVACY POLICY AND OTHER DISCLOSURES AND STATEMENTS

 

 We are committed to protecting your privacy and security and have explained in detail the steps we take to do so.  We urge you to read our Privacy Policy. You also hereby agree that you have read and understand the disclosures and statements on the Platform.

 

  1. INDEMNIFICATION.

 

 You will indemnify and hold harmless Company and Third Party , and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Company and the Third Party, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.

 

  1. CHANGES TO PLATFORM.

 

 Unless otherwise agreed, Company may discontinue or modify Platform at any time without prior notice to you, and you accept those modifications if you continue to use Platform.

 

  1. TERMINATION.

 

 You agree that, without notice, Company may terminate these Terms and Conditions, or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. These Terms and Conditions will terminate immediately without notice from Company if you, in Company’s sole discretion, fail to comply with any provision of these Terms and Conditions. Company shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension. 

 

  1. SEVERABILITY.

 

 If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.

 

  1. ASSIGNMENT.

 

 The User may not assign or delegate these Terms or any of the terms or conditions hereunder, directly, indirectly, or otherwise without the written consent of the other, and any such purported assignment or delegation shall be void.

 

  1. MISCELLANEOUS 

 

 No provision of these Terms may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of these Terms to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in these Terms.  THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS THE FEDERAL REPUBLIC OF NIGERIA.

 

  1. GOVERNING LAW.   

The provisions of these terms and conditions and the contents of any agreement to which they relate, shall be governed by Nigerian law.

Any disagreement, dispute or difference howsoever arising, from these terms and conditions, including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of herein, which cannot be amicably resolved by the parties within thirty (30) days shall be referred to arbitration pursuant to the provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 before a sole Arbitrator who shall be appointed by the parties and failing an agreement by the parties, by the Chairperson of the Chartered Institute of Arbitrators UK (Nigerian Branch). The decision of the Arbitrator so appointed shall be final. The place of arbitration shall be Abuja, FCT. Nigeria.

 

  1. CONTACT.

 

If you have any questions about these terms, please contact us: support@gidavest.com. 

 

  

 

 

 

 

 
2.  Terms of Use

TERMS OF USE: GIDAVEST PROPERTY TECHNOLOGY PLATFORM.

Last Updated: 14/5/2022.

  1. Investment Options

Gidavest provides a platform for investing public including the small income earners to buy and benefit from real estate and related assets without the usual financial bottlenecks involve in real estate investing, in a bid to ensure affordable housing for all.

At Gidavest, we believe that people should have the freedom to live in the accomodation of their choice as well as decide how and when they want to pay their rent, that is why we also introduce flexibility into accomodation rental payment, whereby people can rent an apartment and choose to pay their rent yearly, monthly or even daily, as they earn.

Investment in properties on gidavest is the most transparent you can ever get, and the beauty of it is in the fact that you can intuitively manage and track your investment all in one place.

We partner with property developers in Nigeria's major cities to make properties investment open to all, by acquiring high yield rental properties in their residential & commercial development and making them available for the public to co-own interests in the assets on our platform.

We also make it easy for landlords to administer and manage their rental properties stress free, and collect their rent from the tenants without a fight.

1a. Acceptance of these Terms:

 By accessing or using the Gidavest Platform, you indicate your acceptance of the following terms on your own behalf and on behalf of any organization you represent. If you do not agree to these terms (or any updates to or modified versions thereof), you should discontinue use of The platform immediately.

1b. Changes to Terms of Use.

We may change our terms of use of the Gidavest Platform from time to time, and in our sole discretion. We encourage visitors to frequently check this page for any changes to the terms. Your continued use of the Service after any change in this terms of use will constitute your acceptance of the changes. The date the terms was last updated is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable e-mail address for you, to ensure prompt communication of changes where necessary, and for periodically visiting this terms of use page to check for any changes.

Before investment closes on any listed investible properties, our micro-investors have the ability to resell and transfer stakes among themselves. However, after the close of investment, our micro-investors have even more options and choices which include:

a) resell and transfer their stakes among themselves (the co-owners) or let it to the pool, to be acquired by other prospective micro-investors, all on gidavest platform.

b) Vote alongside other co-owners to liquidate the property immediately it is constructed or immediately the estate is built, and the value of the property starts to appreciate. And at any time they so wish, through transparent voting on the platform.

c) Hold their stakes even when the property is built and allow prospective tenants rent the property from the gidavest platform and earn annual dividends from the rental income until they decide to vote alongside other co-owners to liquidate the property and get back their capital as well as the accruing profit.

In addition to the micro-investing offering we provide on real physical properties on gidavest, we also offer opportunity to the investing public to co-finance rental payment for individuals and families on our platform, and earn return of up to 20% per annum (paid monthly) as return on investment, as our tenants pay their rent monthly.

Other investments you can do on gidavest include but not limited to:

i) JV-ready plots investing: Ready plots are landed properties we identify in high yield locations and that are suitable for estate development. You can invest in this type of property on the gidavest platform and earn substantial ROI when we enter into joint venture development agreement with our partner developers to develop the plot.

Gidavest shall retain 10% of the profit from this development before the remaining fund is distributed to all co-investors as capital and profit.

ii) Property Flipping; This has to do with investment in destress properties that on renovations could be sold at a substantial profit. We value this property (s) and get you to invest in the purchase as well as the renovations of the property for onward resale. We shall retain 10% of the profit that comes out this deal before the balance is distributed as capital plus profit to our co-investors.

iii) Investment in Public Utilities;

We tokenize the development of public infrastructures such as healthcare and educational institutions, allowing the general investing public to contribute to the building and equipping of these infrastructures through micro-investments, and reaping perpetual dividends from the operation of these institutions by our operational partners.

We shall retain 10% as management fee from the profit accruing from this Investments in perpetuity.

  1. Ownership of the Investment Properties and Associated Risks

All properties acquired by gidavest from our developer partners are fully owned by the individuals that have co-invested in them, and at any time have the right to decide what happens to them through a democratic process. Gidavest does not automatically own any part of the property by virtue of being the investment platform unless in cases where we actually invest in it and in such case, we shall be a co-investor just like every other individual co-owner, and all rules that apply to all co-investors shall apply to us on such property.

Information about our primary co-owners on every property shall be forwarded to our developer partners immediately the primary investment opening on that property is closed, and we shall do well to update subsequent co-owners with information on same property with our developer partners. This is to further ensure that your acquisition and co-ownership of that property is well documented and more secured.

It is worthy of note that your co-financing of rental payments on gidavest does not automatically grant you ownership of the rental apartment or the right to initiate ejection proceeding against the tenants in any of the apartments for any reason.

Also worth noting is the fact that your co-financing of rental payments comes with its attendant risk as some irresponsible tenants might decline payment of their rents as and when due probably by abandoning the bank account with which they registered and rented a property from gidavest, or by refusing to update their card details when it expires. And in a situation where any of these events happen, gidavest is not liable for any loss or delay in remittance of your returns, however we shall do all we can within our power to ensure that you get the expected return on your investment.

Investment in rent financing is considered a fixed investment on gidavest as the tenant to that property will be paying the exact same amount throughout their stay in the property and which means same returns to you every day, month, or year as they pay.

Gidavest reserves the right to issue discount to tenants for longer payment terms. And where a tenant decides to take advantage of the discount, you shall receive your rental dividend earlier than usual, but less amount than usual.

  1. Lifecyle of Rent Financing

Investing in rent financing on gidavest does not translate to an instant contract or immediate utilization of your investment money; your investment takes effect when a tenant has booked and paid for the property you co-financed the rental, and in an event that investment in this property is closed and no tenant booked the property after 30 days, your investment money will be refunded back to your wallet, the exact amount originally invested.

In a situation whereby a property you've co-financed for a year is rented for less number of months than the one year, your returns are not paid within the months the property is vacant, until another tenant books the property again. You have endless options to put your money to work for you, bear or manage the attendant risks and liabilities. Gidavest is not liable for any loss, lack of remittance, or any unfavorable personal experience you have as a result of financing rent payments on the platform.

  1. Ownership Transfer and Resale

 Among the many features of gidavest is the special user ID assigned to every registered user on the platform, which enable transfer of share units/stakes from one user to another.

A transfer of part or all of your holdings on any property on the platform signifies that you have lost ownership of the unit(s) being transferred and in any case have no right to benefit from any dividend payout related to the unit(s).

Gidavest sets the rate (called GPR on the platform) per unit for investment in properties on the platform, and this rate is determined by several factors including the total value of the property as well as the investment objective.

It is very important to note that any resale of stakes on the platform is subject to the limits set by gidavest on share rates on invested properties from time to time, based on the periodic valuation being carried out on the properties. The reason behind this is to ensure that secondary Investors does not get to acquire shares on properties that will end up being valueless. So we advise that you check the "Current Worth" of the property whose shares you intend reselling before you place the shares out.

Listings for share resale that does not align with our guided rates shall be removed from the platform and Violators shall be liable to disciplinary actions which may include suspension of your use of the Gidavest platform.

One thing to also note here is that, while primary investment is still ongoing on a property, you will be able to transfer your units to a userID and get paid by other micro-investors on the platform even if they have not bought any unit from that property, but you CANNOT list the unit(s) to the public to be acquired by interested individuals, and this is to ensure that investment is closed on the properties and we are able to pay for the property before we make it possible for our users to publicly trade their shares.

By using our share transfer service, you agree to a deduction from your account, a transfer fee not exceeding 1.5% of the total cost of the units being transferred.

  1. Property Liquidation

There are two types of property liquidation on Gidavest platform;

a) personal liquidation, which is about the liquidation of the property or share/unit of property you hold as an individual, either by sending the property or the unit(s) to known users on the platform via userID or by listing the units to the public to be acquired by interested individuals on the Gidavest platform.

This type of liquidation enables Investors to recover their capital (and return) anytime without having to come to us since you only bought the property through us.

By using the Gidavest platform to invest in property(s), you accept responsibility for how you dispose of your units to recover your money. Gidavest cannot and will not be responsible for refunding your investment money at any time and for whatever reason.

b) Collective liquidation, which has to do with the final liquidation or resale of the Invested property (s) after all the co-owners of this property(s) have democratically and unanimously agreed to liquidate and distribute their invested capital as well as any profit that comes from the investment. The timing for the collective liquidation is not fixed but must precede the completion of construction on the property being invested in especially at a time when the value of the property has begun to rise. This is to ensure that everyone gets maximum benefit from investing on gidavest.

Liquidation of the property can be initiated by a co-owner or a group of co-owners on that particular property via email to gidavest support center, and in the absence of any email to this effect from co-owners, we have set a standard of initiating property liquidation at the end of every five (5) years on the platform or at any time our periodic valuation report indicates, at least, a 50% appreciation on the property if we resell at that material time. And in any of the cases above, we shall initiate a voting process on the particular property to determine if the majority of the co-owners believe and agree for the property to be liquidated. We shall act in favor of the highest votes on either side of the decision. Kindly note that the voting process shall be coordinated live and voting scores seen by the co-owners as the votes come in within the set period, and the final voting scores shall be emailed and communicated to the individual co-investors while we act on the outcome of the votes.

In case of a tie, the liquidation process shall be terminated and another round scheduled for one week later. If we have a tie again in the second voting round, a postponement of one month shall be given before another voting. We’ll do this until we can form a decision from the voting outcome.

In case of booked investment properties, the tenant reserves the right of first refusal if the property is to be collectively liquidated.

  1. Returns and Distribution of Funds on Liquidation

All invested properties on gidavest are subject to being listed for rent on the platform unless otherwise directed by the co-owners. The co-investors are entitled to an annual return distribution on the property they invested in and which have been listed and booked for rental on the platform. The amount of money that each co-investor gets as return is dependent on the number of share units held on that particular property. It is very important to note that gidavest retains 10% of the rental income per year on the property as management fee, while the remaining amount is distributed to co-investors as returns based on the units held.

At the end of voting with the outcome to liquidate an invested property on gidavest, we shall process the resale of that property as soon as possible, and immediately distribute the fund (sales proceeds) to the individual co-owners of that property. Meanwhile, a 10% agency and management fee is deducted from the profit of this sales before the balance is distributed as capital return plus profit to our co-investors, based on the stakes they held.

  1. Condition of Property at the Time of Acquisition

Most of the properties we acquire from our developer partners may be priced and delivered as unfinished properties (Carcass, Shell units, Advanced shell units etc.), and will require additional financial commitment from the co-investors to finish the property and convert it for rentals, if the co-owners decides to have it for rentals. In this case, all the co-owners shall pay an amount proportionate with the total number of shares held by individual co-owner. We reserve the right to initiate this payment prompt through any means deemed suitable by us, and you oblige to comply not later than one month after we initiate this process.

For this type of property, Gidavest shall not be responsible for finishing the property with our own money, unless as might expressly be agreed by us and all the co-owners in a mutually beneficial deal. Gidavest shall not be carrying out the construction service free of charge and the professional fee for such services shall be bore by the co-investors.

  1. Rental Management for investors

All properties Invested in by micro-investors on gidavest are held and managed by gidavest. We shall make use of parts of the rental income on invested properties to repair or fix those items within the apartment that have been agreed with the tenant to be under our care. And for any of those fixes, we shall send the repair report from the tenant to all the co-owners of the property through email and other convenient means for information’s sake ONLY, as we believe you trust us enough to manage the property effectively and enable you have adequate return on your investment.

We reserve the rights to introduce alterations to the property(s) and inform our investors of remodeling the property if we feel that will be in the collective best interest of the co-owners, and that it will be for maximum return on investment for our co-owners. It is also important to note that we reserve the right to turn down rental booking request on any of the invested properties we list on the platform if we have sufficient reason to believe that the potential tenant is not fit to be accommodated in the said apartment, and no co-owner has the right to dictate who stays in what apartment at any time by virtue of their co-ownership status on that property, while the property remains under our care.

Very critical to emphasize here is the fact that no co-owner shall rent our invested property and decide to refuse to pay the rent as and when due, on account of being a co-owner of the said property. We shall initiate an ejection proceeding against erring individual, as well as circulate the individual’s contact information with the other co-owners of the property in question.

  1. Transaction Fees

Every action taken by our micro-investors on gidavest comes with some financial implications on us and the best way to keep our system running and sustainable is to make it a collective contribution from our users as the platform is to the benefit of all. Below is the breakdown of some of the transaction charges you should expect to pay as you use our platform;

a) VAT, which is the statutory government tax on goods and services offered anywhere in Nigeria. The current rate of VAT which you shall pay on share purchases, and after the final liquidation of property on gidavest is 7.5%. This rate shall change in line with government regulations.

b) Processing fee: This represents the amount charged by our payment processor and other minor services on the platform. It currently stands at 2.5% of the total cost of transactions and this rate is subject to downward or upward review depending on prevailing service conditions from time to time. It is instructive to note that we reserve the right to alter this rate without officially notifying you.

c) Share transfer fees: When you transfer your units to a user or list it to be acquired by a user on the platform, a transfer fee of 1.5% applies on the total cost the user is expected to pay for the purchase. What this means is that 1.5% will automatically be deducted from the final amount that will be credited to your wallet, for holding and facilitating the resale of your share units on the platform.

9.   Referral and Referral Bonus

 In a bid to let the benefit of gidavest reach everyone and to also let our existing investors benefit from the new users coming in, we have assigned a unique referral link to every user. If the link is shared and a new user is registered on the platform through you, you are entitled to 1.5% of their FIRST investment sum on the platform. And you get this 1.5% from as many new users you introduce.

  1. Property Rentals on Gidavest Platform

Gidavest makes it easy to rent an accommodation and manage the rental process seamlessly and transparently on the platform. We've created options for tenants to pay their rent as it suites them- yearly, monthly and even daily. The available rental modes for the rental properties listed on gidavest depends on whether it's an empty property or a fully furnished one.  A fully furnished property is likely to have the three rental modes available. We have developed this platform to give people choices in their quest to rent an accommodation and you must endeavor to search for and book property on our platform with the rental mode that you are sure will make it easy for you and that you are sure making the payment will not be difficult and that you agree to continually pay your rent as and when due.

You agree to ensure that your bank account whose card you use to book a property on our platform is funded before the due date of your payment and that the card will always be valid by endeavoring to renew  your ATM card and updating same in your subsequent payment.

Gidavest reserves the exclusive right to reject your booking request, as well as terminating your rentals if we find out your continued stay in that property will affect the sustainability of our service.

  1. Communicating Issues and Requesting Repairs

On the platform, you can communicate directly with us or with the landlord to the property you occupy, making it easy to track and follow up with the issues you reported and helping you keep a record of this conversation for future reference. The communication channel provided to you is meant purely for communicating everything related to the property you occupy, and you must not spam the landlord or the management of gidavest with unsolicited information or abuse the privilege. Note that we reserve the right to suspend your use of the communication channel if we found out you have violated this term.

You must not send inappropriate images, videos or documents using the communication channel as that will amount to the suspension of your use of the service. And you agree to always communicate on this channel in the best possible manner and with the best possible tone, devoid of abuse and or threats.

  1. Property Health

The property you've been allowed to rent on the gidavest platform is approved believing that you will take good care of it so that it could still be available for other people to rent in the future. Do not add, remove or modify any part of the property without our consent and that of the landlord. The communication channel provided on the platform will make it easy to discuss this and get approval before anything. You must take good care of the toilets and the kitchen and you agree also to maintain all the fittings. You agree that when it's time for you to leave the property, you shall hand it over in the same state and condition as it's been handed over to you. You agree to replace all broken and damaged fittings and installations before leaving the apartment. Do not over-populate the space rented to you beyond the approved capacity as this could lead to the termination of this rental agreement. A good maintenance culture expected of you is to replace damaged fittings immediately it happens, so you must replace them immediately the incidence occurs for those issues caused by you or immediately call upon us or the landlord as the case may be to promptly act and repair these issues as there occur. Regarding issues that you have no hand in their occurrence. Please note that we shall carry out a thorough investigation to ascertain whether it's your duty to fix these issues or it's ours.

  1. Fees, Payments and Schedules

The administration of accommodation rentals on gidavest is automated and this includes booking of the property, rental fee payment, payment for repairs invoice etc. The rental fee you pay for an accommodation on gidavest is fixed and you must pay the exact amount indicated on your favorite accommodation on the platform including all the accompanying fees without bargain, and the initial amount you pay on gidavest will be the same amount to be deducted from your account for subsequent payments, unless a change is expressly communicated and agreed upon before any subsequent payments and we shall update the system to deduct your account based on the updated rate.

You agree to pay the amount indicated as service fee and the occupancy rates and taxes in good faith while booking a property on our platform.

  1. Property Inspection and Booking

When you find your favorite property on gidavest and want to rent, you have two options. The images and videos of the property displayed on our platform is satisfactory to you and you want to go ahead and request booking of the property or you prefer to see the property for yourself physically, then in this case you have an option to schedule inspection on the platform to see this property before you book. Note that this scheduling of inspection is a paid service.

  1. Payment Defaults and Penalties

Payment defaulting is either by way of refusing to fund your bank account linked to your Gidavest Account or by way of refusing to update your card details on the platform when your existing card expires. In any of these cases, we treat it as having the same ulterior motive of wanting to sabotage the system and we shall take appropriate action on you including ejecting you from the accommodation. Some of the penalties for these payment defaults include but not limited to;

i) Locking down the property you occupy, manually or automatically.

ii) Outright ejection from the accommodation.

iii) Confiscating your valuables.

iv) Legal prosecution.

  1. Tenement Rates and Community Levies

As a tenant living in any of our properties directly owned or owned by an independent landlord, and which is located within a managed estate or serviced apartments, you are obligated to pay all tenement rates as may be built into your rental fee or left for you to pay at any time it's demanded by the authority. Payment of all community or association levies meant to be paid by you by virtue of your living within the estate is solely your responsibility.

17. Rental Prices and Discounts

Our system is built in such a way that we charge you for only the first year, the first month or the first day of your rental as the case may be, and then subsequent payments are automatically charged at the expiration of the current term. But we encourage you to pay in multitude of the term from your dashboard. To encourage you even further, you'll see applicable discounts depending on the number of years, months or days you decide to pay for in advance. Please endeavor to take advantage of this opportunity to save further cost for you.

  1. Gidavest’s Relationship with Landlords and Property Managers

As a landlord, a property manager, a hotel owner, or an independent facility manager, we've made it possible for you to seamlessly list your property on our platform, and watch it get booked transparently and we manage these properties efficiently. We've provided you with all the technological tools you need to say bye to the usual headache you get from your tenants. We've taken the headache off you as our system charges the tenants directly from their bank account and then credit your wallet for onward withdrawal into your bank account. You don't need to ask a tenant to pay their rent again, if anything, we'll be the one to ask on your behalf, with the assurance they will pay in view of all the control mechanisms we have put in place. Just list the property, access prospective tenants’ profiles, approve bookings, relax and watch your money work for you.

18.A Property Listing and Approvals

From your dashboard, you can click on the "List" menu button and begin to fill all the property information and when you are done you post the property and wait for us to verify the property and approve the listing. You should expect a call from our team as we may want to do a physical assessment of the property you posted before we approve the listing, so you must ensure to have a reachable phone number on your profile to enable us give you a call.

The property(s) you list on Gidavest for rental must be in good shape, devoid of any structural or physical damage.

You must not list an unavailable property on gidavest, and if the property you listed has been booked offline by another tenant, you must contact our customer support immediately via the Live chat section on your dashboard to enable us deactivate the property and make it unavailable to the public. If the said property becomes available again anytime in the future, a chat to our support will enable us reactivate it and make it available on gidavest.

In the same vein, when your listing is approved and a prospective tenant request to book the property, you shall look through the tenant's profile and certify that he or she is fit to occupy your property. You could give the tenant a call and make sure you are completely comfortable with him or her as you are ultimately responsible for whatever happens between you and the tenant during the period of their stay in your property. We are not liable for any inconveniences or damage arising from your decision on rental applications as we are only an intermediary between you and your tenants.

18.B. Communicating with Tenants & Live Chat with Us

For repairs request or for any emergency with your property, the tenant has been provided with a communication channel that they may use to reach out to you with their updates. And when they send these updates, it appears on your dashboard, and you can view and respond appropriately. By using our service, you agree to respond promptly to your tenants’ complaints as well as communicate with them in a manner devoid of confrontation or threats.

Please note that we shall be a party to any such communication between you and the tenant on the platform, and we shall also follow up with you as well as with the tenant to ensure that the action to be carried out on your part is being carried out.

18.C. Attending to Repair Requests and Repair Invoices

When a tenant requests a repair on your property he or she occupies, you have two choices:

i) Inspect the problem yourself and fix it directly for the tenant, and in this case we would not send you any invoice. By using our service, you agree to fix the reported problem within 48hrs depending on its severity. The tenants have the right to communicate update using the communication channel provided and we shall follow up with you to ensure you fix the problems and you fix them promptly.

ii) Delegate the responsibility to us. And in this case, we'll send an inspection team to the property to access the problem and prepare a repair bill. Subsequently, we'll send you a repair invoice that you must pay on your dashboard to enable us fix the problem.

You agree to pay for this repair promptly without a follow-up and without any unnecessary delays.

18.D. Peaceful Possession for Tenants

By using our service, you agree to not make it difficult for the tenant to live in your property. You must respect the privacy of the tenant. You cannot enter the property at will unless with the express permission of the tenant. The tenant is not under any obligation to respect or do whatever you want done as you have already been paid except as expressly stated in these terms and conditions.

By using our service, you agree to be forward with repairs of the property when needed to enable the tenant live better.

18.E Rental Prices and Discounts

As a property owner, you are at liberty to set the rental rate on your property even though we encourage you to be exact and sincere with your rates to enable us serve our users better.

For property you list and have agreed flexible payments from the tenant, you shall be provided with discount fields that will enable you decide the discount to give your tenants if they decide to pay for more terms in advance.

In the case you are not able to calculate the monthly or daily rate for your Property but you intend making it available for flexible rental for the tenant to be able to pay monthly or daily, you can just input the yearly rate and then send a chat to our support team to communicate your interest in our flexible rental and we shall do well to update the rates as appropriate. This can also apply to the discount options if you want us to calculate and guide you on that.

18.F Our Fees

We charge you a 5% service fee on the yearly rent on your property listed on gidavest, whether we are managing repairs on the property or not. This is to enable us serve you and our tenants better. This fee or the prorated portion thereof shall be deducted as the tenant pays in the manner agreed for the rental.

18.G Force Majeure

Neither party shall be liable for any destruction of your property or any delays or non-performance on the part of the tenant resulting from circumstances or causes beyond the tenant’s or our reasonable control, including, without limitation, acts or omissions or the failure to cooperate by you or your privies or those of the tenant (including, without limitation, entities or individuals under your control, or any of your respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority

18.H. Limitation on Actions

No action, regardless of form, relating to our contract with you may be brought by either party more than six years after the cause of action has accrued under applicable law. Our engagement with Landlords and Property Managers is a management engagement. Gidavest warrants that it shall perform the services in good faith and with due professional care. Gidavest disclaims all other warranties, either express or implied

18.I   Assignment

Neither party may assign or otherwise transfer this contract without the prior express written consent of the other, except that Gidavest may assign any of its rights or obligations hereunder to any Gidavest’s related entity and to any successor to its business. Neither party will directly or indirectly agree to assign nor transfer to a third party any claim against the other party arising out of this contract.

18.J. Governing Law

The provisions of these terms and conditions and the contents of any agreement to which they relate, shall be governed by Nigerian law.

Any disagreement, dispute or difference howsoever arising, from these terms and conditions, including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of herein, which cannot be amicably resolved by the parties within thirty (30) days shall be referred to arbitration pursuant to the provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 before a sole Arbitrator who shall be appointed by the parties and failing an agreement by the parties, by the Chairperson of the Chartered Institute of Arbitrators UK (Nigerian Branch). The decision of the Arbitrator so appointed shall be final. The place of arbitration shall be Abuja, FCT, Nigeria.

18.K. Variation

These Terms and Conditions (and/or the contents of any agreement to which they relate) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued unless otherwise specifically agreed.

18.L. Severability

If any provision of these terms and conditions is found by a court of competent jurisdiction or other competent authorities to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

18.M. Compliance with Applicable Laws and Regulations

Each party shall comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of that party and shall obtain any permits were necessary. Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party.

18.N. Relationship of the Parties

The relationship of the parties under these terms and conditions is that of an independent contractor. In all matters relating to this management engagement each party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one party shall not be considered employees or agents of the other party. Except as otherwise provided herein, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this agreement is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein

18.O. Termination

We reserve the right to terminate our engagement with you upon reasonable notice if any of our invoices remain unpaid for 7 (seven) days or more or for other good reason. Such termination shall be without prejudice to our right to any outstanding amount. Our engagement with you may be terminated by either Party giving not less than 7 day notice of its intention to do so in the event of a breach of these terms and conditions or six months’ notice for any other reason. Where the engagement is terminated due to liability on your part, we will be entitled to recover the balance of the fees payable for our services

Provided that Gidavest shall always reserve the right to terminate this agreement upon becoming aware of any non-compliance with any law or regulation by you, particularly where the further continuation of our services may impact our reputation.